EX-99.8(N) 3 d501822dex998n.txt AMENDMENT TO FUND PARTICIPATION AGREEMENT AMENDMENT TO FUND PARTICIPATION AGREEMENT This Amendment, effective as of February 25, 2013, between Advanced Series Trust (the Trust), a Massachusetts business trust, Prudential Investments LLC (PI), a New York limited liability company, AST Investment Services, Inc. (ASTIS) , a Connecticut corporation, Prudential Annuities Distributors, Inc. (PAD), a Delaware corporation, Prudential Investment Management Services LLC (PIMS), a Delaware limited liability company, and Prudential Annuities Life Assurance Corporation (PALAC), a Connecticut life insurance company, to the Fund Participation Agreement made May 1, 2005, as restated June 8, 2005 (the Agreement). RECITALS: WHEREAS, Article III, Sections 3.1, 3.2, 3.3 and 3.4 of the Agreement provides for Pruco Life to provide various services relating to the printing and distribution of Trust documents, as well as to provide various other administrative services to the Trust; and WHEREAS, Article V of the Agreement provides for the Trust to pay to PALAC a fee of 0.10% as more specifically described in Article V, with respect to the services identified in Article III of the Agreement; and WHEREAS, shareholders of the Trust recently approved the adoption of a shareholder services and distribution plan (the Plan) pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; and WHEREAS, the Plan provides for the Trust to pay PAD a shareholder services and distribution fee of 0.10%, as more specifically described in the Plan document; and WHEREAS, the shareholder services and distribution fee payable by the Trust to PAD under the Plan is intended to replace the existing 0.10% fee payable by the Trust to PALAC, as more specifically described above; NOW THEREFORE, the Trust, PI, ASTIS, PAD, PIMS and PALAC hereby agree as follows: Article III, Sections 3.1, 3.2, 3.3 and 3.4 are hereby deleted from the Agreement. Article V is hereby deleted from the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year first written above. ADVANCED SERIES TRUST By: /s/ Timothy Cronin ----------------------------------- Print Name: Timothy Cronin Title: President Date: 4-2-13 PRUDENTIAL INVESTMENTS LLC By: /s/ Timothy Cronin ----------------------------------- Print Name: Timothy Cronin Title: Senior Vice President Date: 4-2-13 AST INVESTMENT SERVICES, INC. By: /s/ Timothy Cronin ----------------------------------- Print Name: Timothy Cronin Title: Senior Vice President Date: 4-2-13 PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC By: /s/ Peter Boland ----------------------------------- Print Name: Peter Boland Title: CAO Date: 04/05/2013 PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION By: /s/ Robert F. O'Donnell ----------------------------------- Print Name: Robert F. O'Donnell Title: President Date: April 5,2013 PRUDENTIAL ANNUITIES DISTRIBUTORS, INC. By: /s/ George Gannon ----------------------------------- Print Name: George Gannon Title: President, PAD, Inc Date: 4/5/2013